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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13E-3/A
(Amendment No. 4)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Issuer)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
- --------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $140,000 cash per unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of Filing.
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Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp.
and Host Marriott Corporation and Host Marriott Corporation
Dates Filed: April 18, 1996 May 23, 1996
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EXHIBIT INDEX IS ON PAGE 3.
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CROSS REFERENCE SHEET
---------------------
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Schedule
14D-1/A, Amendment No. 4, filed by MHP II Acquisition Corp. and Host Marriott
Corporation with the Securities and Exchange Commission on the date hereof, of
the information required to be included in response to the items of this
statement. The information in the Schedule 14D-1/A, Amendment No. 4, which is
attached hereto as Exhibit (17)(d)(5), is hereby expressly incorporated herein
by reference and the responses to each item are qualified in their entirety by
the provisions of the Schedule 14D-1/A, Amendment No.4.
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<CAPTION>
Item in Where Located in
Schedule 13E-3/A, Amendment No. 4 Schedule 14D-1/A, Amendment No. 4
- --------------------------------- ---------------------------------
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Item 17.............................. Third Amendment to Offer to Purchase
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
(d)(5) Schedule 14D-1/A (Amendment No. 4)
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SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: June 3, 1996 By : /s/ Christopher J. Nassetta
-------------------------------
Christopher J. Nassetta
President and Chief Operating
Officer
HOST MARRIOTT CORPORATION
Dated: June 3, 1996 By : /s/ Christopher G. Townsend
-----------------------------
Christopher G. Townsend
Senior Vice President,
Deputy General Counsel and
Corporate Secretary
2
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EXHIBIT INDEX
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Exhibit No. Page No.
- ----------- --------
17(d)(5) Schedule 14D-1/A (Amendment No. 4) 4
3
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EXHIBIT 17(D)(5)
4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 14D-1/A
(Amendment No. 4)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Subject Company)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of Bidders)
-------------------------------
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
- -------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $150,000 cash per unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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<S> <C> <C>
Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. and MHP II Acquisition Corp. and
Host Marriott Corporation Host Marriott Corporation
Date Filed: April 18, 1996 May 23, 1996
</TABLE>
EXHIBIT INDEX IS ON PAGE 4.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
(a)(10) Third Amendment to Offer to Purchase
-2-
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SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: June 3, 1996 By: /s/ Christopher J. Nassetta
-----------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: June 3, 1996 By: /s/ Christopher G. Townsend
-----------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
-3-
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EXHIBIT INDEX
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Exhibit No. Page No.
- ----------- --------
(a)(10) Third Amendment to Offer to Purchase 5
-4-
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EXHIBIT (A)(10)
-5-
<PAGE>
MHP II
ACQUISITION CORP.
- -------------------------------------------------
June 3, 1996
Re: Tender Offer for All Outstanding Units of Marriott Hotel Properties
II Limited Partnership
Dear Unitholder:
As you are aware, pursuant to the April 18, 1996 Offer to Purchase, as
amended (the "Offer to Purchase"), MHP II Acquisition Corp. is offering to
purchase your Units in Marriott Hotel Properties II Limited Partnership at a
net cash price of $150,000 per Unit. The Offer will expire on Thursday, June
13, 1996.
Over the last several days, you have been sent a number of communications by
MacKenzie Patterson Special Fund 2, L.P. ("MacKenzie Patterson") offering its
personal opinion as to our Offer. We are writing you now to set the record
straight regarding MacKenzie Patterson and the wrongful allegations it has
made in these communications.
Unless otherwise defined herein, capitalized terms in this letter have the
same meaning as in the Offer to Purchase.
WHO IS MACKENZIE PATTERSON AND HOW DID IT GET HERE
MacKenzie Patterson is a private investment fund that has acquired
substantially all of its interest in the Partnership in the last three months,
and only first acquired an interest in the Partnership in the last year. It
owns or claims to own only about 2.7% of the Units.
MacKenzie Patterson has acquired its interests in the Partnership at various
prices that, by its own admissions, are SUBSTANTIALLY BELOW the fair value of
the Units. MacKenzie Patterson admits that it has purchased Units in private
transactions at prices ranging from $102,500 to $106,500 per Unit, which is
approximately 30% LESS than our $150,000 per Unit offer which MacKenzie
Patterson characterizes as inadequate. By purchasing in private transactions,
MacKenzie Patterson has been able to operate without public scrutiny or full
disclosure to potential sellers. In fact, a number of the Unitholders who were
convinced by MacKenzie Patterson to sell their Units have requested that the
General Partner not transfer their Units to MacKenzie Patterson, and at least
one Unitholder has informed the General Partner that she believes MacKenzie
Patterson acted in an "unethical, if not illegal, manner when they made their
presentation" to the Unitholder. Moreover, to our knowledge MacKenzie
Patterson has not offered to match our $150,000 per Unit offer to these
persons or to any other Limited Partners. Whatever MacKenzie Patterson's
purpose may be, the effect of its actions may be to deprive Limited Partners
of the opportunity to sell their Units to us at $150,000 per Unit and leave
them only with the opportunity to sell to MacKenzie Patterson at these grossly
unfair prices or in the limited secondary market.
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In addition, we believe that certain actions that MacKenzie Patterson has
taken in connection with our Offer are clear violations of the securities
laws, and we are pursuing our concerns with the SEC to stop these activities
that we believe are unlawful.
OUR OFFER IS NOT COERCIVE
We could not disagree more with MacKenzie Patterson's allegation that our
Offer is coercive. In fact, as disclosed in the Offer to Purchase, we
structured the Offer as a cash tender offer for all the Units, with a minimum
condition, because this structure would permit Unitholders "to participate if
they so desire, but which will not force out Unitholders who wish to retain
their investment," and would provide Unitholders with an opportunity to
dispose of an otherwise illiquid investment at a price we believe is fair. If
we had pursued a purchase of the hotels directly in accordance with the
procedures in the Partnership Agreement as suggested by MacKenzie Patterson,
all of the Limited Partners (even those who want to continue their investment
in the Partnership) would have been forced to go along if a majority of the
Limited Partners approved. We believe in these circumstances that the Offer
affords the Unitholders greater flexibility.
FAIRNESS OF $150,000 OFFER PRICE
Notwithstanding MacKenzie Patterson's unfounded and hypocritical allegation
that our Offer is inadequate, we believed at the time the Offer was made and
we continue to believe today that our Offer is fair to the Partnership's
Unitholders. This belief is based on our consideration of a number of factors
relating to the Partnership and the Partnership's hotels, as outlined in the
Offer to Purchase, including American Appraisal's fairness opinion that the
terms and conditions of the Offer, including the consideration to be received
in the Offer, are fair, from a financial point of view, to the Unitholders. As
disclosed in the Offer to Purchase, "American Appraisal is one of the nation's
largest independent valuation consulting firms and is regularly engaged in the
evaluation of commercial real estate and businesses and their securities in
connection with tender offers, mergers and acquisitions, leveraged buyouts and
business reorganizations." Indeed, American Appraisal is one of the largest
valuation consulting firms in the world, with offices in over 50 countries
worldwide. We have been advised by American Appraisal that at any given time,
American Appraisal has hundreds of clients for which it performs valuation and
valuation-related services. American Appraisal also has advised us that, after
reviewing the criticisms leveled at it and its opinion by MacKenzie Patterson,
American Appraisal believes that such criticisms are without merit and fully
stands behind its opinion and its underlying analyses.
Moreover, our offer price of $150,000 per Unit represents a premium of
$58,152, or 63.3%, over the average price of Units transferred during 1995,
the last completed fiscal year prior to the commencement of the Offer, as
described in more detail in the Offer to Purchase. It also represents a 40.9%
premium over the highest price paid by MacKenzie Patterson in any of the
selective private purchases that it has reported.
We have spent a great deal of time, money and energy over the last several
months in an effort to make this Offer succeed. As a result, on May 23, 1996,
we increased our Offer Price to $150,000, based on information obtained from
Unitholders that this would result in additional Units being tendered pursuant
to the Offer. While we are fully aware that our increased price will be paid
to all Unitholders whose tenders are accepted (including those who had already
tendered), we did not want to prolong this process by going through a series
of small incremental increases. We believe the $150,000 per Unit price is fair
and WE DO NOT INTEND TO INCREASE THE PRICE.
THE DECISION TO TENDER IS ENTIRELY UP TO YOU. If a sufficient number of
Units are tendered and the conditions to the Offer are satisfied or waived, we
will proceed to close as described in the Offer to Purchase. If not, we will
pursue other opportunities.
OTHER INFORMATION
The Offer is currently set to expire on Thursday, June 13, 1996.
2
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The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer. Additional copies of the Offer to Purchase, the Letter
of Transmittal and other tender offer materials may be obtained from the
Information Agent, MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New
York 10010, phone: (212) 929-5500 or (800) 322-2885.
*****
If you have any questions about the Offer, or need help in completing the
Letter of Transmittal, please call the Information Agent (MacKenzie Partners,
Inc.) at (800) 322-2885. Please note that, despite the similarity in names,
there is no relationship between the Information Agent and MacKenzie
Patterson, Inc., a limited partner of the Partnership.
If you have any questions regarding Partnership operations, please call Host
Marriott Investor Relations at (301) 380-2070.
We thank you for your consideration and prompt attention to the Offer.
Very truly yours,
MHP II ACQUISITION CORP.
By: Christopher J. Nassetta
President
3
